VASTMATERIAL — TERMS & CONDITIONS OF SALE

These Terms & Conditions (“Terms”) govern all quotations, sales, purchase orders, and product deliveries (“Orders”) between Vastmaterial (“Seller”) and its customers (“Buyer”).
Placement of an Order, or acceptance of any quotation or product from Seller, constitutes Buyer’s acceptance of these Terms.
No modification of these Terms is binding unless explicitly agreed in a written document signed by an authorized officer of Seller.

1. Formation of Contract

Any quotation, proforma, or commercial offer issued by Seller constitutes an invitation to order and is expressly conditioned upon Buyer’s acceptance of these Terms.
A binding contract is formed only when Buyer issues an Order and Seller confirms such Order in writing.
Any terms proposed by Buyer that add to, conflict with, or vary these Terms are expressly rejected and are void unless Seller accepts them in writing.

2. Payment Terms

Unless otherwise agreed in writing, payment is Net 30 days from the invoice date.
All bank fees, transfer charges, and related financial costs are the responsibility of Buyer.

If Buyer becomes delinquent in payment, Seller may:

suspend deliveries,
revise payment terms,
require advance payment or security, or
pursue legal collection remedies.

3. Engineering / Development Charges

Engineering, tooling-development, mold creation, inspection, first-article sample production, and pre-production activities (“Engineering Charges”) are payable upon receipt of invoice.
Project timelines begin only after full payment of such charges.
Payment of Engineering Charges does not grant Buyer ownership of tooling, designs, or process IP unless explicitly stated in a written agreement.

4. Late Payments & Collection

Amounts unpaid after the due date accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by law.
Buyer is responsible for all collection costs, including legal fees, court expenses, and administrative costs.

5. Packaging

Seller will use standard industrial packaging unless otherwise agreed in writing.
Special packaging, labeling, or export crate requirements will incur additional charges.

6. First Article Inspection (FAI) / PPAP

Buyer shall review and provide written approval or rejection of FAI/PPAP samples within seven (7) business days of receipt.
Failure to respond in writing within this period shall constitute automatic approval.
Approvals submitted after the seven-day period may result in additional charges for raw materials, setup, or tooling revisions.
Approval of FAI/PPAP samples confirms that Seller’s production process is compliant for ongoing deliveries.

7. Quantities

For precision-casting and foundry operations, Seller may ship up to 10% more or 10% less than the ordered quantity, and such delivery constitutes full contractual performance.

8. Urgent or Expedited Delivery

Expedited freight (air, express, courier) requires Buyer’s written authorization.
Buyer is responsible for all related costs, which must be paid within seven (7) days of invoice.

9. Shipments, Delivery, and Risk of Loss

Each shipment is considered a separate sale.
Delivery schedules are approximations and may vary depending on production conditions.

If Buyer delays shipment or refuses delivery:

payment becomes due as if delivery occurred,
Buyer assumes all storage, handling, and insurance risks.

If Buyer fails to accept or pay for any shipment, Seller may terminate the contract and recover any resulting losses.

10. Non-Circumvention

For four (4) years following the last communication related to a project, Buyer shall not directly contact or engage any suppliers, subcontractors, foundries, or manufacturing partners introduced by Seller without Seller’s written approval.
This clause applies regardless of any prior relationship Buyer may have had with such parties.

11. Confidentiality

Both parties shall maintain strict confidentiality regarding all technical, commercial, and business information exchanged, including but not limited to:

pricing, contracts, product designs,
manufacturing processes,
supplier and customer identities,
engineering data or metallurgy knowledge.

Such information may only be shared with personnel who have a legitimate need to know and who are bound by confidentiality obligations.

12. Pricing, Currency, Duties, Tariffs

Pricing is based on raw material costs, exchange rates, and government duties prevailing at the time an Order is accepted.
Seller may adjust pricing at delivery if:

exchange rates fluctuate significantly,
raw material surcharges change,
tariffs, duties, or other governmental levies are imposed or modified.

Buyer benefits from any applicable reductions.

13. Production Inspection & Acceptance

Buyer must conduct receiving inspection upon delivery.
Unless Buyer issues written notice of non-conformance within fifteen (15) days, products are deemed accepted.

The bill of lading is conclusive evidence of delivery condition and timing.

14. Quality Requirements

Seller manufactures parts strictly to Buyer’s drawings, specifications, and referenced documents.
Only specifications acknowledged in writing by Seller are binding.
Approved FAI/PPAP samples define the accepted product standard.
Third-party inspections requested by Buyer are at Buyer’s expense unless otherwise agreed.

15. Claims

Claims for shortages, defects, or non-conforming parts must be submitted in writing within fifteen (15) days from receipt.
Failure to notify Seller within this timeframe constitutes irrevocable acceptance.

16. Force Majeure

Seller is not liable for delays or non-performance caused by events beyond its control, including:
natural disasters, epidemics, war, labor disputes, material shortages, transportation delays, energy interruptions, government actions, or any similar cause.
Seller may postpone or cancel deliveries without liability during such events.

17. Order Cancellation

Buyer may not cancel any Order without Seller’s prior written consent.
If cancellation is approved, Buyer remains responsible for:

completed goods,
work-in-process,
materials purchased for the Order,
cancellation costs incurred by Seller.

18. Returns

Returns require written authorization from Seller.
Unauthorized returns may be rejected or returned at Buyer’s expense.

19. Tooling Ownership and Intellectual Property

All tooling, process knowledge, 3D models, design data, casting solutions, and manufacturing methods created or used by Seller remain Seller’s intellectual property, unless otherwise agreed in a separate written document.
Buyer receives no license to use Seller’s technologies except for the intended use of finished products.

20. Warranty

Seller warrants that parts will conform to Buyer’s approved drawings, specifications, and FAI/PPAP samples.
Seller is not design-responsible unless explicitly stated in writing.

Goods are provided “as is” and Seller disclaims all implied warranties, including merchantability and fitness for a particular purpose.

Seller’s maximum liability is limited to either:
(a) replacement of non-conforming parts, or
(b) refund of the purchase price of those parts.

Seller is not liable for consequential, indirect, or economic losses, including property damage, downtime, or lost profits.

21. Indemnification

Buyer shall indemnify and hold Seller harmless from all claims, damages, or liabilities arising from:

Buyer’s design specifications,
misuse of products,
modifications by unauthorized parties,
or Buyer’s breach of these Terms.

22. Export Compliance

Both parties must comply with all applicable export control and sanctions laws, including:

U.S. EAR/ITAR,
OFAC regulations,
EU and UN trade restrictions,
Chinese export control regulations.

No products, technology, or software may be transferred to restricted entities or destinations without required governmental approvals.
Buyer’s violation of this clause permits Seller to terminate the contract immediately.

23. Insurance

Buyer shall maintain adequate general and product liability insurance (minimum USD 1,000,000 per occurrence / USD 3,000,000 aggregate) covering activities related to the purchased parts.
Buyer shall name Seller as an additional insured upon request.

24. Title & Risk of Loss

Unless otherwise agreed in writing, title and risk of loss transfer according to the Incoterms or shipping terms listed on Seller’s invoice or Order confirmation.

25. Governing Law & Jurisdiction

Unless otherwise agreed, these Terms and all related disputes shall be governed by the laws of the People’s Republic of China.
Any dispute shall be submitted to the competent court at Seller’s principal place of business or resolved under arbitration in China, at Seller’s discretion.

26. Termination

Seller may terminate any contract immediately if Buyer:

becomes insolvent,
enters bankruptcy,
fails to make timely payment,
breaches confidentiality or export controls,
or ceases operation.

27. Termination for Convenience

Seller may terminate any Order, in whole or in part, with 30 days’ written notice, without liability for termination fees.
Buyer will pay for all products completed or in process at the time of termination.

28. Errors & Corrections

Clerical, typographical, or mathematical errors are subject to correction without liability.

29. Change in Part Usage or Specifications

If Buyer changes the intended use, application, or regulatory classification of any part supplied, Buyer is responsible for all additional duties, compliance costs, penalties, or fees resulting from such change.

30. Entire Agreement

These Terms, along with Seller’s quotation and Buyer’s accepted Order, constitute the complete and exclusive agreement between the parties and supersede all prior communications.

Revised 11/28/2025